Itron, Inc. Announces Proposed Offering of $300 Million of Senior Notes Due 2025

PRESS RELEASE Businesswire

Dec. 5, 2017, 08:05 AM

Itron, Inc. (Nasdaq: ITRI) (the "Company”) today announced the
commencement of a private offering of $300 million aggregate principal
amount of senior notes due 2025 (the "Notes”), subject to market and
other conditions. The offering of the Notes is part of the financing of
the merger consideration for the previously announced acquisition of
Silver Spring Networks, Inc. ("Silver Spring”) by the Company (the
"Silver Spring Acquisition”). At the closing of the Silver Spring
Acquisition, Silver Spring will become a wholly-owned subsidiary of the
Company.

The Company intends to use the net proceeds from the offering of the
Notes, together with cash on hand and borrowings under the Company’s
senior credit facilities, to fund the merger consideration of the Silver
Spring Acquisition, refinance existing Company indebtedness and Silver
Spring indebtedness and pay fees and expenses in connection with the
foregoing.

The Notes will be offered in the United States to qualified
institutional buyers under Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act”), and to persons outside the United
States under Regulation S under the Securities Act. The Notes and, from
and after the closing of the Silver Spring Acquisition, the related
guarantees will not be registered under the Securities Act, or the
securities laws of any state or other jurisdiction, and, unless so
registered, may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.

This press release is for informational purposes only and is neither an
offer to buy or sell nor a solicitation of an offer to buy or sell the
securities described herein. There shall not be any sale of these
securities in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.

No Offer or Solicitation

This communication is neither an offer to sell, nor a solicitation of an
offer to buy any securities, the solicitation of any vote or approval in
any jurisdiction pursuant to or in connection with the proposed
transaction or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by means of
a prospectus meeting the requirements of Section 10 of the Securities
Act and otherwise in accordance with applicable law.

Forward Looking Statements

This communication may contain "forward-looking” statements, as defined
in federal securities laws including the Private Securities Litigation
Reform Act of 1995, which are based on our current expectations,
estimates, forecasts and projections. Statements that are not historical
facts, including statements about beliefs, plans and expectations are
forward-looking statements. Statements that include words such as
"anticipates”, "expects”, "intends”, "plans”, "predicts”, "believes”,
"seeks”, "estimates”, "may”, "will”, "should”, "would”, "potential”,
"continue”, "goals”, "targets” and variations of these words (or
negatives of these words) or similar expressions of a future or
forward-looking nature identify forward-looking statements. In addition,
any statements that refer to projections or other characterizations of
future events or circumstances, including any underlying assumptions are
forward-looking statements. Forward-looking statements are based on
current expectations and are subject to a number of risks, factors and
uncertainties that could cause actual results to differ materially from
those described in the forward-looking statements. Important factors and
uncertainties that could cause actual results to differ materially from
those described in these forward-looking statements include, without
limitation: the risk that Silver Spring’s stockholders do not approve
the transaction; uncertainties as to the timing of the transaction; the
parties’ ability to meet expectations regarding the timing, completion
and accounting and tax treatments of the merger; the impact of
indebtedness incurred by Itron in connection with the transaction and
the potential impact on the rating of indebtedness of Itron; legal
proceedings that may be instituted against Itron or Silver Spring and
others following announcement of the proposed transaction; the effects
of the business combination of Itron and Silver Spring, including the
combined company’s future financial condition, operating results,
strategy and plans.

About Itron

Itron is a world-leading technology and services company dedicated to
the resourceful use of energy and water. We provide comprehensive
solutions that measure, manage and analyze energy and water. Our broad
product portfolio includes electricity, gas, water and thermal energy
measurement devices and control technology; communications systems;
software; as well as managed and consulting services. With thousands of
employees supporting nearly 8,000 customers in more than 100 countries,
Itron applies knowledge and technology to better manage energy and water
resources. Together, we can create a more resourceful world. Join us: www.itron.com.

Itron® is a registered trademark of Itron, Inc. All third party
trademarks are property of their respective owners and any usage herein
does not suggest or imply any relationship between Itron and the third
party unless expressly stated.

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